SCHEDULE: Ling Choi, DYT Info Boost CIMG Inc. Stake to 17.9%
Beneficial Ownership Update
Ling Choi and DYT INFO PTE. LTD. have significantly increased their beneficial ownership in CIMG Inc. to 17.9% through multiple share and warrant acquisitions.
Summary
- Ling Choi, through her 100% ownership of DYT INFO PTE. LTD., beneficially owns 33,770,842 shares of CIMG Inc. common stock.
- This aggregate ownership represents 17.9% of CIMG Inc.'s outstanding common stock.
- The beneficial ownership comprises 701,754 shares, 3,697,294 shares from a convertible note conversion, warrants to acquire 4,871,794 shares, and an additional 24,500,000 shares.
- The acquisitions were funded using working capital, with no part of the consideration borrowed.
- The purpose of these acquisitions is to make a financial investment in CIMG Inc., with Reporting Persons intending to continuously review their investment.
Sentiment
Score: 7
Explanation: The filing indicates a significant and growing investment by a major shareholder, which is generally a positive signal for the company. The capital injections from these transactions are beneficial for CIMG Inc. However, the filing is primarily an ownership disclosure and does not provide operational or financial performance details of the issuer.
Positives
- A significant increase in beneficial ownership by Ling Choi and DYT INFO PTE. LTD. to 17.9% signals strong investor confidence in CIMG Inc.
- CIMG Inc. received substantial capital injections through the various share and convertible note purchases, including 110,000 bitcoin for 24,500,000 shares.
- The Reporting Persons have no history of criminal or civil proceedings related to securities laws, indicating a clean background for the major investor.
Risks
- Reporting Persons may adjust their investment in CIMG Inc. by purchasing additional shares, selling some or all of their holdings, or engaging in hedging transactions, depending on various factors.
- Factors influencing future investment decisions include CIMG Inc.'s financial position, strategic direction, actions by the Board, stock price levels, other investment opportunities, portfolio concentration, market conditions, and general economic and industry conditions.
Future Outlook
Reporting Persons intend to continuously review their investment in CIMG Inc. and may take various actions, including purchasing or selling shares, based on the Issuer's financial position, strategic direction, market conditions, and other factors. CIMG Inc. is obligated to file an initial Registration Statement on Form S-1 covering the resale of all registrable securities, including conversion shares from the Notes and warrant shares, no later than 30 days after its Form 10-K for fiscal year ended September 30, 2024, or five business days after stockholder approval of the Purchase Agreement transactions, whichever is later.
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Agreement | Ling Choi and DYT INFO PTE. LTD. entered into a Joint Filing Agreement to file this Schedule 13D jointly. | October 23, 2025 | Formalizes the joint reporting of beneficial ownership, ensuring compliance with SEC regulations for a group acting in concert. |
| Agreement | CIMG Inc. entered into a Registration Rights Agreement with DYT INFO PTE. LTD. on December 12, 2024. | December 12, 2024 | Grants DYT INFO PTE. LTD. the right to have its shares (conversion shares and warrant shares) registered for resale, facilitating liquidity for the investor. |
Related Party Transactions
- Ling Choi is the 100% owner of DYT INFO PTE. LTD., making their beneficial ownership and transactions with CIMG Inc. related party dealings.
Stakeholder Impact
- Shareholders may view the increased stake by a significant investor as a positive indicator of confidence in CIMG Inc.'s future prospects.
- The capital raised through these transactions provides CIMG Inc. with additional financial resources, potentially benefiting its operations and strategic initiatives.
Next Steps
- CIMG Inc. is required to prepare and file an initial Registration Statement on Form S-1 covering the resale of all registrable securities, including conversion shares and warrant shares.
- Reporting Persons will continue to review their investment in CIMG Inc. and may adjust their holdings based on various market and company-specific factors.
Key Dates
| Date | Description |
|---|---|
| September 24, 2024 | DYT INFO PTE. LTD. purchased 701,754 shares of common stock for $400,000. |
| December 12, 2024 | DYT INFO PTE. LTD. purchased a $1,900,000 convertible promissory note and warrants to acquire 4,871,794 shares; Issuer entered into a Registration Rights Agreement. |
| March 18, 2025 | The convertible note plus accrued interest was converted into 3,697,294 shares of common stock. |
| August 25, 2025 | Securities Purchase Agreement signed between the Issuer and certain investors for 24,500,000 shares. |
| September 2, 2025 | DYT INFO PTE. LTD. acquired 24,500,000 shares of common stock for 110,000 bitcoin (BTC); this is the date of the event requiring the filing. |
| September 17, 2025 | 188,180,751 shares of common stock were issued and outstanding. |
| September 24, 2025 | Issuer's 10-Q was filed with the SEC. |
| October 23, 2025 | Joint Filing Agreement executed and Schedule 13D signed by Ling Choi and DYT INFO PTE. LTD. |
Keywords
CIMG Inc., Ling Choi, DYT INFO PTE. LTD., Schedule 13D, beneficial ownership, common stock, convertible note, warrants, securities purchase agreement, financial investment, capital injection
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